UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 46952 / December 6, 2002
File No. 3-10960
In the Matter of
AND IRWIN BOOCK,
|CORRECTED ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934
The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Birte Boock and Irwin Boock ("Respondents" or the "Boocks").
In anticipation of the institution of these proceedings, Respondents have submitted Offers of Settlement (the "Offers") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over them and the subject matter of these proceedings, and the findings contained in Section III.4 below, which are admitted, Respondents consent to the entry of this Order Instituting Administrative Proceedings, Making Findings, and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Order"), as set forth below.
On the basis of this Order and Respondents' Offers, the Commission finds that:
- During 1998 and 1999, Leah Industries, Inc. ("Leah") was a Colorado corporation with its principal executive offices in Toronto, Ontario, Canada. Leah was purportedly engaged in the business of manufacturing windows and doors, and also purportedly acquired a subsidiary that was engaged in the oil and gas business. Leah's stock was quoted on the Over-The-Counter Bulletin Board. Leah's stock was a penny stock within the meaning of Section 3(a)(51) of the Exchange Act and Rule 3a51-1 thereunder.
- Birte Boock, age 56, resides in Toronto, Ontario, Canada. During 1998 and 1999, Birte Boock was Leah's Chief Executive Officer. Birte Boock participated in a penny stock offering.
- Irwin Boock, age 49, resides in Toronto, Ontario, Canada. Irwin Boock is married to Birte Boock. Irwin Boock did not hold any official title at Leah. Irwin Boock, however, acted as a de facto control person of Leah. Irwin Boock participated in a penny stock offering.
- On November 22, 2002, in Securities and Exchange Commission v. Leah Industries, Inc., et al., Civil Action No. 00-B-1921 (PAC) (D. Colo.), the United States District Court for the District of Colorado entered final judgments permanently enjoining Birte Boock and Irwin Boock from violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder (collectively, the "antifraud provisions").
- The Commission's complaint alleged that during 1998 and 1999, Leah and the Boocks violated the antifraud provisions by making material misrepresentations concerning Leah's purported relationship with two Big Five accounting firms. Specifically, on August 20, 1998, Birte Boock represented during an investor conference call that Leah had retained Coopers & Lybrand, now PricewaterhouseCoopers, to serve as its auditor. This statement was false. Coopers & Lybrand never agreed to serve as Leah's auditor. On December 10, 1998, Leah, at the direction of the Boocks, issued a press release that represented that Leah had retained Deloitte & Touche as its auditor. Further, on December 23, 1998, Leah issued a press release announcing earnings for the nine months ended September 30, 1998 of $28.5 million before special charges of $27 million, and representing that Deloitte & Touche concurred with Leah's decision to incur the special charges and to report the most conservative financial picture possible. These representations were false. Deloitte & Touche never agreed to serve as Leah's auditor, and it never concurred with Leah's financial reporting decisions. During the period that Leah was disseminating false information, Irwin Boock sold a significant amount of Leah stock.
In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Respondents' Offers.
ACCORDINGLY, IT IS HEREBY ORDERED:
Pursuant to Section 15(b)(6) of the Exchange Act, that Respondent Birte Boock be, and hereby is, barred from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock.
Pursuant to Section 15(b)(6) of the Exchange Act, that Respondent Irwin Boock be, and hereby is, barred from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock.
For the Commission, by its Secretary, pursuant to delegated authority.
Jonathan G. Katz